Palomar Medical Technologies (PMTI)

SECTION
1. Actions, Etc. Other Than by or in the Right of the Corporation. The Corporation
shall, to the full extent legally permissible, indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, including a grand
jury proceeding, and all appeals (but excluding any such action, suit or proceeding by or
in the right of the Corporation), by reason of the fact that such person is or was a
director, executive officer (as hereinafter defined) or advisory council member of the
Corporation, or is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys fees) ,
judgments, fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the conduct in question was unlawful, The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolocontendere or its equivalent, shall not, of itself, create a
presumption that such person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, that such person had reasonable cause
to believe that the conduct in question was unlawful. As used in this Article VIII,
an executive officer of the Corporation is the Chief Executive Officer,
President, Treasurer, a vice president given the title of executive vice president, or any
officer designated as such pursuant to vote of the Board.

SECTION
2. Actions, Etc., by or in the Right of the Corporation. The Corporation shall, to
the full extent legally permissible, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit,
including appeals, by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person is or was a director or executive officer of
the Corporation as defined in Section 1 of this Article, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such person acted
in good faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses which the
Court of Chancery or such other court shall deem proper.

SECTION
3. Determination of Right of Indemnification. Any indemnification of a director or
officer (unless ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that such indemnification is proper in the
circumstances because the director or executive officer has met the applicable standard of
conduct as set forth in Sections 1 and 2 of this Article VIII. Such a determination
shall be reasonably and promptly made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or proceeding,
or (ii) (if such a quorum is not obtainable, or, even if obtainable if a quorum of
disinterested directors so directs) by independent legal counsel in a written opinion, or
(iii) by the stockholders.

SECTION
4. Indemnification Against Expenses of Successful Party. Notwithstanding any other
provision of this Article, to the extent that a director or officer of the Corporation has
been successful in whole or in part on the merits or otherwise, including the dismissal of
an action without prejudice, in defense of any action, suit or proceeding or in defense of
any claim, issue or matter therein, such person shall be indemnified against all expenses
incurred in connection therewith.

SECTION
5. Advances of Expenses. Expenses incurred by a director or officer in any action,
suit or proceeding shall be paid by the Corporation in advance of the final disposition
thereof, if such person shall undertake to pay such amount in the event that it is
ultimately determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made (i) by the Board of
Directors by a majority vote of a quorum of disinterested directors, or (ii) (if such a
quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so
directs) by independent legal counsel in a written opinion, that, based upon the facts
known to the Board of Directors or such counsel at the time such determination is made,
such person has not met the relevant standards set forth for indemnification in Section 1
or 2, as the case may be.

SECTION
6. Right to Indemnification Upon Application; Procedure Upon Application. Any
indemnification or advance under Sections 1, 2, 4 or 5 of this Article shall be made
promptly, and in any event within ninety days, upon the written, request of the person
seeking to be indemnified, unless a determination is reasonably and promptly made by the
Board that such person acted in a manner set forth in such Sections so as to justify the
Corporations not indemnifying such person or making such an advance. In the event no
quorum of disinterested directors is obtainable, the Board of Directors shall promptly
appoint independent legal counsel to decide whether the person acted in the manner set
forth in such Sections so as to justify the Corporations not indemnifying such
person or making such an advance. The right to indemnification or advances as granted by
this Article VIII shall be enforceable by such person in any court of competent
jurisdiction, if the Board or independent legal counsel denies the claim therefor, in
whole or in part, or if no disposition of such claim is made within ninety days.

SECTION
7. Other Right and Remedies; Continuation of Rights. The indemnification and
advancement of expenses provided by this Article VIII shall not be deemed exclusive of any
other rights to which any person seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, vote of stockholders or disinterested directors, the
General Corporation Law of the State of Delaware or otherwise, both as to action in such
persons official capacity and as to action in another capacity while holding such
office. All rights to indemnification or advancement under this Article VIII shall be
deemed to be in the nature of contractual rights bargained for and enforceable by each
director and executive officer as defined in Section 1 of this Article VIII who serves in
such capacity at any time while this Article VIII and other relevant provisions of the
General Corporation Law of the State of Delaware and other applicable laws, if any, are in
effect. All rights to indemnification under this Article VIII or advancement of expenses
shall continue as to a person who has ceased to be a director or executive officer, and
shall inure to the benefit of the heirs, executors and administrators of such a person. No
repeal or modification of this Article VIII shall adversely affect any such rights or
obligations then existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought based in whole or in
part upon any such state of facts. The Corporation shall also indemnify any person for
attorneys fees, costs, and expenses in connection with the successful enforcement of
such persons rights under this Article VIII.

SECTION
8. Other Indemnitees. The Board of Directors may, be general vote or by vote
pertaining to a specific officer, employee or agent, advisory council member or class
thereof, authorized indemnification of the Corporations employees and agents, in
addition to those executive officers and to whatever extent it may determine, which may be
in the same manner and to the same extent provided above.

SECTION
9. Insurance. Upon resolution passed by the Board of Directors, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee, advisory council member or agent of the Corporation, or is or was serving at the
request of the Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity, or arising
out of such persons status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of this
Article.

SECTION
10. Constituent Corporations. For the purposes of this Article VIII, references to
the Corporation shall include, in addition to the resulting corporation, any
constituent corporations (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors and officers so that any person who is or
was a director or officer of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same position
under the provisions of this Article VIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its
separate existence had continued.

SECTION
11. Savings Clause. If this Article VIII or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, executive officer, advisory council member, and
those employees and agents of the Corporation granted indemnification pursuant to Section
3 hereof as to expenses (including attorneys fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including a grand jury proceeding, and all
appeals, and any action by the Corporation, to the full extent permitted by any applicable
portion of this Article VIII that shall not have been invalidated or by any other
applicable law.

SECTION
12. Other Enterprises, Fines, and Serving at Corporations Request. For
purposes of this Article VIII, references to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references to
serving at the request of the Corporation shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to any
employee benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of any employee benefit plan shall be deemed to have acted
in a manner not opposed to the best interests of the Corporation as referred
to in this Article VIII.